Item 10.      Directors and Executive Officers of the Registrant

              The members of Board of Directors are:

<TABLE>
<CAPTION>
                                                                                                      Has Been a Director of
   Name and                                 Principal Occupation During the Past 5 Years and       Indiana Gas or the Company
 Business Location                 Age                     Other Information (1)                               Since
------------------------------------------------------------------------------------------------------------------------------------
Directors whose terms expire in 2000:

<S>                                 <C>                                                                        <C>
NIEL C. ELLERBROOK                  50      President and Chief Executive Officer of the                           1991
Indianapolis, Indiana                       Company since June, 1999: prior to that President
                                            and Chief Operating Officer of the Company since
                                            October 1997; prior to that time and
                                            since January 1997,  Executive  Vice
                                            President,   Treasurer   and   Chief
                                            Financial  Officer;  prior  to  that
                                            time and since 1986, Vice President,
                                            Treasurer   and   Chief    Financial
                                            Officer.    President    and   Chief
                                            Executive  Officer  of  Indiana  Gas
                                            since  June,  1999:  prior  to  that
                                            President   of  Indiana   Gas  since
                                            October 1997; prior to that time and
                                            since January 1997,  Executive  Vice
                                            President   and   Chief    Financial
                                            Officer;  and prior to that time and
                                            since 1987,  Senior  Vice  President
                                            and Chief Financial Officer.
                                            Mr. Ellerbrook is a Director of Indiana Gas and
                                            IEI Investments. He is also a Director of Fifth
                                            Third Bank, Indiana.


J. TIMOTHY MCGINLEY                 59      Managing Partner and principal owner of House                          1999
Indianapolis, Indiana                       Investments and House Investment Securities, Inc.
                                            Mr. McGinley is also an Indiana Gas and IEI
                                            Investments Director.  He is also a Director of
                                            Bindley Western Industries, Inc.

WILLIAM G. MAYS                     53      President, Mays Chemical Company.  Mr. Mays is an                      1998
Indianapolis, Indiana                       Indiana Gas Director.  He is also a Director of
                                            Anthem, Inc.



JEAN L. WOJTOWICZ                   42      President since 1983 and founder of Cambridge                          1996
Indianapolis, Indiana                       Capital Management Corp. (a consulting and venture
                                            capital firm).  Ms. Wojtowicz is also an IEI
                                            Investments Director.  She is also a Director of
                                            First Internet Bank of Indiana.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      Has Been a Director of
   Name and                                 Principal Occupation During the Past 5 Years and       Indiana Gas or the Company
 Business Location                 Age                     Other Information (1)                               Since
------------------------------------------------------------------------------------------------------------------------------------
Directors whose terms expire in 2001:

<S>                                 <C>                                                                        <C>
PAUL T. BAKER                       59      Executive Vice President and Chief Operating                           1991
Indianapolis, Indiana                       Officer of Indiana Gas since October 1997; prior
                                            to October 1997 and since 1991, Senior Vice
                                            President and Chief Operating Officer of Indiana
                                            Gas. Mr. Baker is also an Indiana Gas Director.

DON E. MARSH                        61      Chairman, President, Chief Executive Officer and                       1986
Indianapolis, Indiana                       Director of Marsh Supermarkets, Inc.  Mr. Marsh is
                                            also an IEI Investments Director. He is also a
                                            Director of National City Bank, Indiana.

RICHARD P. RECHTER                  60      Chairman of the Board of Rogers Group, Inc.;                           1984
Bloomington, Indiana                        President, Chief Executive Officer and Director of
                                            Rogers Management, Inc.; and President, Chief
                                            Executive Officer and Director of Mid-South Stone,
                                            Inc.  Mr. Rechter is also an IEI Investments
                                            Director.  He is also a Director of Monroe County
                                            Bank and Monroe Bancorp.

</TABLE>

<TABLE>
<CAPTION>
                                                                                                      Has Been a Director of
   Name and                                 Principal Occupation During the Past 5 Years and       Indiana Gas or the Company
 Business Location                 Age                     Other Information (1)                               Since
------------------------------------------------------------------------------------------------------------------------------------
Directors whose terms expire in 2002:

<S>                                 <C>                                                                        <C>

L. A. FERGER                        65      Chairman of the Company and Indiana Gas since June                     1984
Indianapolis, Indiana                       1999; prior to that and since October 1997,
                                            Chairman and Chief Executive Officer
                                            of  the  Company  and  Indiana  Gas;
                                            prior to that time and since January
                                            1996, Chairman,  President and Chief
                                            Executive Officer of the Company and
                                            Indiana  Gas; and prior to that time
                                            and since 1987,  President and Chief
                                            Executive Officer of the Company and
                                            Indiana  Gas.  Mr.  Ferger is also a
                                            Director  of  Indiana  Gas  and  IEI
                                            Investments.

ANTON H. GEORGE                     40      President since December 1989, and a Director of                       1990
Indianapolis, Indiana                       Indianapolis Motor Speedway Corporation (auto
                                            racing); and President since January 1994,
                                            Executive Vice President since June 1989, and a
                                            Director of Hulman & Company (manufacturer and
                                            distributor of baking powder).  Mr. George is also
                                            an IEI Investments Director.  He is also a
                                            Director of First Financial Corporation.

JAMES C. SHOOK                      68      Mr. Shook is a Director of The Shook Agency, Inc                       1983
Lafayette, Indiana                          (residential, commercial and industrial real
                                            estate brokerage and development),  Crossmann
                                            Communities, Inc. and a member of the advisory
                                            board of Bank One Indiana N.A.  Mr. Shook is also
                                            an IEI Investments Director.

JOHN E. WORTHEN                     66      President, Ball State University, Muncie,                              1997
Muncie, Indiana                             Indiana.  Mr. Worthen is an Indiana Gas Director.
                                            He is also a Director of First Merchants Corp.


</TABLE>

(1)  Includes, but is not limited to, directorships in corporations with a class
     of securities  registered pursuant to Section 12 of the Securities Exchange
     Act of 1934,  as  amended,  or which are  subject  to the  requirements  of
     Section  15(d)  of that Act or in a  company  registered  as an  investment
     company under the Investment Company Act of 1940, as amended.


See Item 4a which is incorporated by reference into this Item 10 for information
concerning executive officers.

DIRECTORS' COMPENSATION


Non-employee  directors of the Company and of Indiana Gas or Investments receive
combined  fees  totaling  $21,000  per year for  service  on the boards of these
companies.  The fees are paid under the Directors Restricted Stock Plan approved
by the shareholders at their January 13, 1992,  meeting.  Under the plan, $7,000
of  the  combined  directors'  fees  paid  by the  Company  and  Indiana  Gas or
Investments to non-employee directors is in the form of restricted shares of the
Company.  The restricted shares are issued to each non-employee  director at the
beginning  of their  three-year  term,  and the number of  restricted  shares is
determined  by dividing  $21,000  ($7,000 for each year) by the per share market
price of the Company's stock during the period specified in the plan. To receive
the restricted  shares,  a director must consent to the restrictions in writing.
Directors may elect to receive the remaining  $14,000 in unrestricted  shares or
in cash.  To elect to receive  unrestricted  shares  instead of cash, a director
must provide an  irrevocable  written  election to the  secretary of the Company
before  the  beginning  of the  calendar  year for which the  election  relates.
Moreover,  if during  the  calendar  year a  non-employee  is  elected to fill a
vacancy  in the  board of  directors,  under the plan,  a one time  election  is
permitted to allow the director to receive the balance of that  calendar  year's
compensation in unrestricted shares.

Restricted shares may not be sold, transferred,  pledged, assigned, or otherwise
alienated  or  hypothecated,  other than by will or by the laws of  descent  and
distribution  until the first to occur of: (1) the  expiration of the director's
term of  office  for  which  the  grant  relates;  (2) the  grantee's  death  or
disability;  (3) the termination of the grantee's status as a director  pursuant
to  the  mandatory   retirement  policy  for  directors;   (4)  the  involuntary
termination of the grantee's status as a director; (5) approval by a majority of
the other directors of the grantee's voluntary  termination of his/her status as
a director  because of the  relocation of his/her  principal  place of residence
outside of  Indiana;  or (6) a change in control  of the  Company.  In no event,
however,  are the restricted shares transferable and free of restrictions before
the expiration of a six-month  period  beginning the first day of the director's
term of office or, if later, the date of issuance of the shares.

All  restricted  shares bear a legend citing the  restrictions  contained in the
plan. When the  restrictions  lapse,  the grantee is entitled to have the legend
removed from any shares or certificates.  Restrictions are lifted  automatically
upon the  expiration  of the  period to which  the  restrictions  apply.  On the
completion of the merger, as discussed in Note 2, restrictions on shares granted
under the Directors  Restricted Stock Plans will lift. If a director voluntarily
terminates  his/her  status  as such  before  the  expiration  of the  period of
restriction, any shares still subject to restriction are immediately forfeited.

The Company has reserved 85,919 shares for grant under the plan. As of September
30,  1999,  54,994  shares  remain in  reserve.  Those  shares  may  consist  of
authorized but unissued  shares or shares  reacquired by the Company,  including
shares  purchased  in the open market.  If any shares  subject to the grants are
forfeited, the forfeited shares become available for reissuance under the plan.

The  board  may  amend,  modify,  alter  or  terminate  the  plan  at any  time.
Amendments, modifications or alterations which would: (1) increase the number of
shares reserved for issuance under the plan, (2) materially  modify the class of
individuals  to whom  grants of shares may be made,  (3)  materially  modify the
manner in which  shares are  granted,  or (4)  materially  increase the benefits
accruing  to  grantees  under  the  plan,  must  be  approved  by the  Company's
shareholders.

Non-employee directors also receive a fee of $500 for each Company board meeting
attended and $500 for each board meeting of Indiana Gas or Investments attended.
Each non-employee member of a committee of the board is paid a fee of $1,000 for
each  meeting  of the  committee  attended,  and  each  non-employee  chair of a
committee  is paid a retainer of $3,000 and an  additional  fee of $500 for each
meeting attended.

There is a unfunded plan under which non-employee directors may defer all or any
part of fees  received  in cash  until  the  occurrence  of  certain  conditions
specified in the plan.  Under the plan, which has been in place since January 1,
1999, at the election of the  participant,  amounts  deferred are considered for
accounting  purposes  to be  invested  in  one  of  several  measurement  funds,
including  a company  phantom  stock fund,  with  returns  measured  pursuant to
formulas specified in the plan.  Currently,  the investment funds are consistent
with the investment funds available under the company's retirement savings plan.
This plan  replaced a deferred  compensation  plan that had been in effect since
fiscal year 1995.